RELEASE
This Release is made and entered into this 24th day of January, 2005 by, among
and on behalf of Boston Capital Corporate Tax Credit Fund XIV, a Limited
Partnership, Boston Capital Corporate Tax Credit Fund XV, a Limited Partnership
and BCCC, Inc. on behalf of themselves and all of their subsidiaries, affiliates
and successors in interest (collectively, "Boston Capital") and Home Properties,
Inc. and Home Properties, L.P. and all of their subsidiaries, affiliates and
successors in interest (collectively, "Home Properties").
WHEREAS, Home Properties and Boston Capital constitute the partners of H.P.
Knolls I Associates, L.P. and HP Knolls II Associates, L.P. (collectively,
"Knolls Partnerships") as well as HP-BC Limited Partnership ("HP-BC").
WHEREAS, Home Properties has agreed to pay Boston Capital Corporate Tax Credit
Fund XIV, a Limited Partnership, the sum of $3,253,724 and to pay Boston Capital
Tax Credit Fund XV, a Limited Partnership, the sum of $2,427,306 (collectively,
the "Consideration") on January 24, 2005 in consideration of the agreement of
Boston Capital to provide the release and indemnities set forth below and to
transfer and assign to an affiliate of Home Properties all of Boston Capital's
right, title and interest as a partner in the Knolls Partnerships and HP-BC.
WHEREAS, BCCC, Inc. will benefit from the payment of the Consideration.
WHEREAS, Home Properties has agreed to provide the release set forth below.
WHEREAS, the Knolls Partnerships own a certain apartment community known as
Green Xxxxxxx located in the Borough of Xxxxxxx, Commonwealth of Pennsylvania
("Green Xxxxxxx").
NOW THEREFORE, in consideration of the promises and mutual covenants set forth
herein, the parties hereto agree as follows:
In exchange for and in consideration of the terms and conditions of this
Agreement and receipt of the Consideration, Boston Capital on its own behalf and
on behalf of all of its partners and other constituents (the "Boston Capital
Releasors"), irrevocably and unconditionally waives releases and discharges Home
Properties and any of its past and present officers, directors, agents, owners,
partners, representatives, shareholders, employees, attorneys, divisions, units,
branches, subsidiaries, affiliates, predecessors and successors (hereinafter
collectively referred to as "the Home Properties Releasees") jointly and
individually from any and all actions, causes of actions, obligations,
liabilities, judgments, suits, debts, attorneys' fees, costs, sums of money,
bonds, bills, specialties, covenants, contracts, controversies, agreements,
promises, variances, trespasses, damages, guarantees (including but not limited
to operating deficit and tax credit guarantees) executions, claims and demands
whatsoever in law or in equity which against the Home Properties Releasees, the
Boston Capital Releasors and their successors and assigns ever had, now have or
hereinafter can, shall or may have for upon or by reason of any matter, cause or
thing whatsoever from the beginning of time relating to the Knolls Partnerships
and HP-BC, including but not limited to pursuant to the respective partnership
agreements of the Knolls Partnerships and HP-BC, solely in connection with Green
Xxxxxxx. Boston Capital agrees never to file any lawsuit or charge in any court
or before any administrative agency or other tribunal against any of the Home
Properties Releasees ascertaining any claim or right of action relating to the
above. Boston Capital agrees that if it or any other Boston Capital Releasor
does file any such action then this Agreement may be pleaded in bar of the
action and the parties it has sued in such litigation or charge shall be
entitled to injunctive relief and other relief as well as any reasonable
damages, costs and attorneys' fees incurred as a result of such actions. Boston
Capital further agrees to indemnify Home Properties against: (i) any claims
brought by any of the Boston Capital Releasors in connection with any matter as
to which Boston Capital has provided a release to Home Properties hereunder,
including but not limited to any claims brought by any of the former partners of
Boston Capital relating in any way to the tax credits associated with the Knolls
Partnerships; and (ii) any claims brought by any other person and/or entity,
including but not limited to the Internal Revenue Service, relating in any way
to the tax credits allocated to the Boston Capital Releasors through the Knolls
Partnerships.
In exchange for and in consideration of the terms and conditions of this
Agreement Home Properties on its own behalf and on behalf of all of its partners
and other constituents ("Home Properties Releasors") irrevocably and
unconditionally waives, releases and discharges Boston Capital and any of its
past and present officers, directors, agents, owners, partners, representatives,
shareholders, employees, attorneys, divisions, units, branches, subsidiaries,
affiliates, predecessors and successors (hereinafter collectively referred to as
the "Boston Capital Releasees") jointly and individually from any and all
actions, causes of actions, obligations, liabilities, judgments, suits, debts,
attorneys' fees, costs, sums of money, bonds, bills, specialties, covenants,
contracts, controversies, agreements, promises, variances, trespasses, damages,
guarantees (including but not limited to operating deficit and tax credit
guarantees), executions, claims and demands, whatsoever in law or in equity
which against the Boston Capital Releasees, the Home Properties Releasors and
their successors and assigns ever had, now have or hereinafter can, shall or may
have for upon or by reason of any matter, cause or thing whatsoever from the
beginning of time relating to the Knolls Partnerships and HP-BC, including but
not limited to pursuant to the respective partnerships agreements of the Knolls
Partnerships and HP-BC, solely in connection with Green Xxxxxxx. Home Properties
agrees never to file any lawsuit or charge in any court or before any
administrative agency or other tribunal against any of the Boston Capital
Releasees ascertaining any claim or right of action relating to the above. Home
Properties agrees that if it or any other Home Properties Releasor does file any
such action then this Agreement may be pleaded in bar of the action and the
parties it has sued in such litigation or charge shall be entitled to injunctive
relief and other relief as well as any reasonable damages, costs and attorneys'
fees incurred as result of such actions. Home Properties further agrees to
indemnify Boston Capital against any claims brought by any of the Home
Properties Releasors in connection with any matter as to which Home Properties
has provided a release to Boston Capital hereunder.
HOME PROPERTIES, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
Xxxxxx X. Xxxxxxxxxx
President and CEO
HOME PROPERTIES, L.P.
By: Home Properties, Inc.
By: /s/ Xxxxxx X. Xxxxxxxxxx
Xxxxxx X. Xxxxxxxxxx
President and CEO
BOSTON CAPITAL CORPORATE TAX CREDIT FUND XIV,
A LIMITED PARTNERSHIP
By: BCCTC Associates XIV, LLC, its general partner
By: BCCTC Associates, Inc., its manager
By: /s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
Executive Vice President
BOSTON CAPITAL CORPORATE TAX CREDIT FUND XV, A LIMITED PARTNERSHIP
By: BCCTC Associates, XV, LLC, its general partner
By: BCCTC Associates, Inc., its manager
By: /s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
Executive Vice President
BCCC, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
Executive Vice President
January 24, 2005
Boston Capital Corporate Tax Credit Fund XIV, a Limited Partnership
Boston Capital Corporate Tax Credit Fund, XV, a Limited Partnership
BCCC, Inc.
c/o Boston Capital Partners, Inc.
Xxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
Re: Green Xxxxxxx
The purpose of this letter is to set forth our agreement relating to the
purchase by an affiliate of Home Properties, L.P., (hereafter, "Home
Properties") of: (i) the interests of Boston Capital Corporate Tax Credit Fund
XIV, a Limited Partnership, Boston Capital Corporate Tax Credit Fund XV, a
Limited Partnership and BCCC, Inc. (hereafter collectively referred to as the
"Boston Capital Entities") in H.P. Knolls I Associates, L.P. ("Knolls I") and
H.P. Knolls II Associates, L.P. ("Knolls II"); and (ii) the interests of BCCC,
Inc. in HP-BC Limited Partnership ("HP-BC").
Home Properties has agreed to pay the Boston Capital Entities the sum of
$5,681,030 (the "Consideration") on January 24, 2005 in consideration for the
agreement of the Boston Capital Entities to transfer and assign to Home
Properties all of the Boston Capital Entities' right, title and interest as a
partner in Knolls I, Knolls II and HP-BC (hereafter referred to collectively as
the "BC Interests").
Upon receipt of the Consideration, the Boston Capital Entities shall promptly
execute and deliver to Home Properties: (i) any and all assignments and other
documents necessary or appropriate to transfer the BC Interests to Home
Properties free and clear of all claims, liens or other encumbrances; and (ii) a
release in substantially the form attached hereto as Exhibit A (the "Release").
Home Properties and Home Properties, Inc. will simultaneously sign and deliver
the Release to the Boston Capital Entities.
Home Properties shall have the right to assign its rights and obligations
hereunder to one of its affiliates, but in no case shall Home Properties be
released of its obligation to pay the Consideration.
To signify your agreement to the above, please execute the attached copy of this
letter.
HOME PROPERTIES, L.P.
By: Home Properties, Inc.
By: /s/ Xxxxxx X. Xxxxxxxxxx
Xxxxxx X. Xxxxxxxxxx
President and CEO
HOME PROPERTIES, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
Xxxxxx X. Xxxxxxxxxx
President and CEO
ACKNOWLEDGED AND AGREED:
BOSTON CAPITAL CORPORATE TAX CREDIT FUND XIV,
A LIMITED PARTNERSHIP
By: BCCTC Associates XIV, LLC, its general partner
By: BCCTC Associates, Inc., its manager
By: /s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
Executive Vice President
BOSTON CAPITAL CORPORATE TAX CREDIT FUND XV,
A LIMITED PARTNERSHIP
By: BCCTC Associates XV, LLC, its general partner
By: BCCTC Associates, Inc., its manager
By: /s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
Executive Vice President
BCCC, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
Executive Vice President
